ex10_1.htm


    
      

    


    Exhibit
10.1

     

    
      	
              The
      Securities To Which This Agreement Relates Have Not Been Registered Under
      The United States Securities Act Of 1933, As Amended (The “1933 Act”) And
      The Rules And Regulations Promulgated Thereunder And May Not Be Offered Or
      Sold Directly Or Indirectly (A) Within The United States Or To Or For The
      Account Or Benefit Of U.S. Persons (As Defined In Regulation S) Except
      Pursuant To An Effective Registration Statement As To Such Securities
      Under, Or An Exemption From, The Prospectus And Registration Requirements
      Of The 1933 Act, Or (B) In the Republic of Hungary Or To Residents Of
      Republic of Hungary Except Pursuant To The Applicable Securities Laws And
      Regulations Or Pursuant To An Exemption Order Made By The Appropriate
      Governmental Securities
Regulator(S).

            


    

    
       

    

    
      Subscription
Agreement

       

      Dated  DECEMBER
3, 2009 For Reference

       

      By
and Between

    

    
      


       

    

    
      A.           Power
of the Dream Ventures, Inc., a Delaware corporation having its principal
office at 1095 Budapest, Soroksari ut 94-96, Hungary (the
“Company”);

      


    

    
      And

       

    

    
      B.           The undersigned subscriber [o  a
natural person,  o a trust, o a
corporation, x a
partnership,  o other (please
specify) RIBZ Plus Tanácsadó Kft., having an office or residential
address, as the case may be, set forth on the Signature Page hereto
(the
“Subscriber”).

    

    
      


       

      Recitals

      
 

    

    
      Whereas, the Company is offering on a
no minimum basis (the “Offering”) up to an aggregate
of 55,555 shares (the “Offered Shares”) of its
common stock (the “Common Stock”) in 1 unit of 55,555 Offered
Shares at a price of $11,111
per Unit ($0.20
per Offered Share),
or $11,111 in the
aggregate.

       

    

    Whereas,
the Company will offer and sell Offered Shares only to investors (i) who are not
“U.S. Persons” as defined in Regulation S as promulgated under the Securities
Act of 1933, as amended (the “1933 Act”) and (ii) who
otherwise satisfy any applicable criteria established by the laws of the
jurisdiction in which they reside.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      WHEREAS, the Subscriber
desires to purchase from the Company and the Company desires to sell to the
Subscriber the number of Units set forth on the Signature Page hereof (the
“Subscribed for Units”),
subject to the terms and conditions set forth herein.

       

      NOW THEREFORE, in
consideration of the recitals and the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:

    

    
       

      AGREEMENTS

    

    
       

      
        	
                1.

              	
                Subscription and
      Purchase of Shares;
Closing.

              


      

    

    
       

      
        	
              	
                1.1

              	
                Definitions.

              


      

    

    
      


    

    
      “1933 Act” shall have the
meaning ascribed thereto in the recitals to this Agreement.

      


      “1934 Act” shall mean the
United States Securities Exchange Act of 1934, as amended.

    

    
      


    

    
      “Affiliate” means, with respect
to any Person, any other Person that directly or indirectly controls or is
controlled by or under common control with such Person.  For the
purposes of this definition, "control," when used with respect to any Person,
means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms of
"affiliated," "controlling" and "controlled" have meanings correlative to the
foregoing.

    

    
      


    

    
      “Agreement” means this
Subscription Agreement.

      


      “Business Day” means any day
except Saturday, Sunday and any day which shall be a legal holiday or a day on
which banking institutions in the State of New York generally are
closed.

      


      “Closing Date” shall have the
meaning ascribed thereto in Section 1.4
hereof.

      


      “Commission” means the
Securities and Exchange Commission.

      


      “Common Sock” means shares of
the Company's common stock, $0.0001 par value, or such securities that such
stock shall hereafter be reclassified into.

      


      “Company,” shall have the
meaning ascribed thereto in the preamble.

      


      “Offered Shares” shall have the
meaning ascribed thereto in the recitals to this Agreement.

      


      “Offering” means the offering
of Offered Shares.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      “Person” means an individual or
a corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or political subdivision thereof) or other entity of any
kind.

    

    
      


    

    
      “Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceed­ing, such as a deposition), whether
commenced or threatened.

    

    
      


      “Purchase Price” shall have
the meaning ascribed thereto in Section 1.2
hereof.

      


      “SEC Filings” shall have the
meaning ascribed thereto in Section 4.5
hereof.

      


      “Subscribed for Units” shall
have the meaning ascribed thereto in recitals to this Agreement.

      


      “US Person” shall have the
meaning ascribed thereto in Section 1.5
hereto.

    

    
       

    

    
      
        	
              	
                1.2

              	
                Subscription and
      Purchase of Shares.

              


      

    

    
       

      Subject
to the terms and conditions herein set forth, the Subscriber hereby subscribes
for and agrees to purchase from the Company the Subscribed for Units, at a
price per Unit of $11,111, or $0.20 per Offered Share, (the “Purchase
Price”).

    

    
       

      
        	
              	
                1.3

              	
                Payment of Purchase
      Price.

              


      

    

    
       

      Simultaneously
with the execution and delivery of this Agreement by the Subscriber, the
Subscriber shall deliver the Purchase Price by check payable to the Company or
by wire transfer of funds pursuant to wiring instructions provided by the
Company and as set forth on Exhibit
1.3 hereto.

    

    
       

      
        	
              	
                1.4

              	
                Closing.

              


      

    

    
       

      The
closing of the purchase and sale of the Subscribed for Units (the “Closing”) shall take place at
the offices of the Company simultaneously with the execution and delivery of
this Agreement by the Company, or at such other time and place or on such other
business day thereafter as the parties hereto may agree (the “Closing Date”). As soon as
practicable following the Closing Date, the Company will deliver or cause to be
delivered a certificate(s) representing the Offered Shares constituting the
Subscribed for Units to the Subscriber against confirmation of collection of the
Purchase Price.

    

    
       

      
        	
              	
                1.5

              	
                Limitations of
      Offering.

              


      

    

    
      


    

    
      The
Subscriber acknowledges that the Company is offering and selling the Offered
Shares only to investors (the “Qualified Subscribers”) who
are (a) who are not “US
Persons” as that term is defined in Rule 902(o) of the Regulations as
promulgated under the 1933 Act and (b) who otherwise satisfy any applicable
criteria established by the laws of the jurisdiction in which they
reside.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                1.6

              	
                No Minimum Number of
      Offered Shares Need be
Sold.

              


      

    

    
      


    

    
      The
Subscriber acknowledges that the Company is offering and selling the Offered
Shares on a no minimum basis, and further acknowledges and understands that
since there is no minimum number of Units to be sold, no proceeds will be held
in an escrow account and all funds will be immediately available to, and for use
by, the Company. Subscriber further acknowledges that he may be the only
investor in the Offering.

    

    
       

      
        	
                2.

              	
                Subscriber’s
      Conditions of Closing.

              


      

    

    
       

      The
Subscriber’s obligation to purchase and pay for the Subscribed for Units is
subject to the satisfaction or waiver of the condition that the representations,
warranties and covenants of the Company set forth in Section 4 hereof shall be true
in all material respects on and as of the Closing Date, except to the extent of
changes caused by the transactions herein contemplated; and, if the Closing Date
is other than the date hereof, the Company shall deliver to Subscriber a
certificate of a duly authorized officer of the Company, dated the Closing Date,
to such effect.

    

    
       

      
        	
                3.

              	
                Company’s Conditions
      of Closing.

              


      

    

    
       

      The
Company’s obligation to sell the Subscribed for Units is subject to the
satisfaction or waiver, on or before the Closing Date, of the conditions
contained in this Section
3.

    

    
       

      
        	
              	
                3.1

              	
                Representations,
      Warranties and
Covenants.

              


      

    

    
       

      The
representations, warranties and covenants of the Subscriber set forth in Section 5 hereof shall be true
in all material respects on and as of the Closing Date.

    

    
       

      
        	
              	
                3.2

              	
                Payment of Purchase
      Price.

              


      

    

    
       

      The
Subscriber shall have purchased and paid for the Subscribed for Units by
delivery of the Purchase Price.

    

    
       

      
        	
              	
                3.3

              	
                No Adverse Action or
      Decision.

              


      

    

    
       

      There
shall be no action, suit, investigation or proceeding pending, or to the
Company’s knowledge, threatened, against or affecting the Company or any of its
properties or rights, or any of its affiliates, associates, officers or
directors, before any court, arbitrator, or administrative or governmental body
that (i) seeks to restrain, enjoin, prevent the consummation of or otherwise
adversely affect the transactions contemplated by this Agreement, or (ii)
questions the validity or legality of any such transaction or seeks to recover
damages or to obtain other relief in connection with any such
transaction.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        	
              	
                3.4

              	
                Compliance with
      Securities Laws.

              


      

    

    
       

      The offer
and sale of the Subscribed for Units under this Agreement shall have complied
with, and shall not be prohibited by, all applicable requirements of the 1933
Act or applicable Hungarian
Securities Laws (as hereinafter defined).

    

    
       

      
        	
                4.

              	
                Representations and
      Warranties of the
Company.

              


      

    

    
       

      The
Company represents, warrants and covenants to the Subscriber
that:

    

    
       

      
        	
              	
                4.1

              	
                Corporate Existence
      and Business.

              


      

    

    
       

      The
Company is a Company duly organized, legally existing, and in good standing
under the laws of the State of Delaware with the requisite corporate power and
authority to own and use its properties and assets and to carry on its business
as currently conducted. The Company is currently a development stage start-up
technology company focused on the acquisition and development of intellectual
property and technologies
in the Republic of Hungary for commercialization in international markets. The
Company seeks to acquire rights to and interests in intellectual property and
technologies through a variety of methods including, but not limited to, the
direct investment in entities owning or developing the intellectual property,
licensing of the intellectual property or technology, or a joint venture
arrangement to mutually develop and commercialize the intellectual property or
technologies.

    

    
       

      
        	
              	
                4.2

              	
                Authorization;
      Enforcement.

              


      

    

    
       

      The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Agreement, and otherwise to
carry out its obligations hereunder. The execution and delivery of this
Agreement by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of the Company. When executed and delivered in accordance with the terms
hereof, this Agreement shall constitute the legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application. Anything herein to the
contrary notwithstanding, this Agreement shall not become a binding obligation
of the Company until it has been accepted by the Company as evidenced by its
execution by a duly authorized officer.

    

    
       

      
        	
              	
                4.3

              	
                Agreement Not in
      Conflict.

              


      

    

    
       

      The
execution and delivery of this Agreement by the Company and the completion of
the transactions contemplated hereby do not and will not conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute a
default under (whether after notice or lapse of time or both): (A) any statute,
rule or regulation applicable to the Company; (B) the charter documents, by-laws
or resolutions of the Company which are in effect at the date hereof; (C) any
mortgage, note, indenture, contract, agreement, instrument, lease or other
document to which the Company is a party or by which it is bound; or (D) any
judgment, decree or order binding the Company or, to the best of its knowledge,
information and belief, the property or assets of the
Company.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        	
              	
                4.4

              	
                Authorized and
      Outstanding Capital
Stock.

              


      

    

    
      


    

    
      The
Company’s authorized capital stock consists of 250,000,000 shares of Common
Stock, and 10,000,000 preferred shares, $0.0001 par value. As of the Reference
Date there were 48,795,736 shares of our common stock issued and outstanding and
no shares of preferred stock issued and outstanding.  If all of the
Offered Shares are sold there will be an aggregate of 48,851,291 shares of Common
Stock issued and outstanding.

    

    
      


    

    
      
        	
              	
                4.5

              	
                Reporting Issuer
      Status.

              


      

    

    
      


    

    
      The
Company has a reporting obligation under Section 12(g) of the 1934 Act and is
required to file current, quarterly and annual reports with the Commission on
forms 8-K, 10-QSB and 10-KSB (collectively, the “SEC Filings”). The filed
material may be inspected and copied at the Public Reference Room maintained by
the Commission at 100 F Street, N.E., Washington, D.C. 20549. You can obtain
information about operation of the Public Reference Room by calling the
Commission at 1-800-U.S. The Commission also maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the U.S.  Securities
& Exchange Commission at http://www.sec.gov. Copies of such material can be
obtained from the public reference section of the U.S.  Securities
& Exchange Commission at prescribed rates. The Company is current in its
filings with the Commission.

    

    
      


    

    
      
        	
              	
                4.6

              	
                Market for the
      Company’s Common
Stock.

              


      

    

    
      


    

    
      The
company’s common stock currently trades on the OTCBB (Over the Counter Bulletin
Board) in the United States under the ticker symbol PWRV.

    

    
       

      
        	
                5.

              	
                Representations,
      Warranties and Acknowledgements of
  Subscriber.

              


      

    

    
       

      The
Subscriber represents, warrants and covenants to the Company
that:

    

    
       

      
        	
              	
                5.1

              	
                Organization;
      Authority.

              


      

    

    
       

      The
Subscriber has the requisite power and authority to enter into and to consummate
the transactions contemplated hereby and to carry out its obligations
hereunder.  The Subscriber:

    

    
       

      (a)           if
a company, trust, partnership, qualified plan or other entity, further warrants
and represents that it is duly incorporated or formed, validly existing and in
good standing under the laws of the jurisdiction of its organization and is
authorized and qualified to become a holder of the Subscribed for Units, the
person signing this Agreement on behalf of such entity has been duly authorized
to execute and deliver this agreement, and the acquisition of the Subscribed for
Units by the Subscriber and the consummation by the Subscriber of the
transactions contemplated hereby have been duly authorized by all necessary
action to be taken on the part of the Subscriber;

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      (b)           if
not an individual, further warrants and represents that it has the requisite
power, authority and legal capacity to execute and deliver this Subscription
Agreement, to perform all of its obligations hereunder and to undertake all
actions required of the Subscriber hereunder, and all necessary approvals of its
directors, partners, shareholders, trustees or otherwise (as the case may be)
with respect to such matters have been given or obtained; and

       

      (c)           in
any case, represents and warrants that this Agreement has been duly executed and
delivered by the Subscriber and constitutes a valid and legally binding
obligation of the Subscriber, enforceable against the Subscriber, in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights generally and to general principles
of equity. The entering into of this Agreement and the transactions contemplated
hereby will not result in a violation of any of the terms or provisions of any
law applicable to the Subscriber, or any of the Subscriber’s charter documents,
or of any agreement to which the Subscriber is a party or by which it is
bound.

    

    
       

      
        	
              	
                5.2

              	
                Acquisition of Offered
      Shares for Investment.

              


      

    

    
       

      The
Subscriber is acquiring the Subscribed for Units as principal for its own
account for investment purposes only and not with a view to or for distributing
or reselling the Subscribed for Units or any part thereof or interest therein.
Except as otherwise disclosed in writing to the Company, the Subscriber is not
acting jointly or in concert with any other person or company for the purposes
of acquiring any of the Offered Shares.

    

    
       

      
        	
              	
                5.3

              	
                Experience of
      Subscriber.

              


      

    

    
      


       

      The
Subscriber either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as
to be capable of evaluating and assessing the merits and risks of the
prospective investment in the Subscribed for Units, and has so evaluated the
merits and risks of such investment and has determined that the Subscribed for
Units are suitable to investment for him.

    

    
       

      
        	
              	
                5.4

              	
                Ability of Subscriber
      to Bear Risk of
Investment.

              


      

    

    
       

      The
Subscriber acknowledges that the purchase of the Subscribed for Units is a
highly speculative investment, involving a high degree of risk and the
Subscriber is able to bear the economic risk of an investment in the Subscribed
for Units; and, at the present time, is able to afford a complete loss of such
investment.

    

    
       

      
        	
              	
                5.5

              	
                No Conflict or
      Violation.

              


      

    

    
       

      The
execution, delivery, and performance of this Agreement by Subscriber and the
consummation by Subscriber of the transactions contemplated hereby will not
conflict with or result in a default under the terms of any material contract,
agreement, obligation or commitment applicable to Subscriber. The execution,
delivery and performance by the Subscriber of this Subscription Agreement and
the completion of the transaction contemplated hereby do not and will not result
in a violation of any law, regulation, order or ruling applicable to the
Subscriber, and do not and will not constitute a breach of or default under any
of the Subscriber’s charter documents (if the Subscriber is not a natural
person) or any agreement to which the Subscriber is a party or by which it is
bound.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        	
              	
                5.6

              	
                Regulation S
      Representations, Acknowledgements and
  Warranties.

              


      

    

    
       

      The
Subscriber represents, warrants, acknowledges, and covenants to the Company,
that:

    

    
       

      (a)           he
is not a “US Person” as
that term is defined in Rule 902 of Regulation S;

       

      (b)           the
Subscribed for Units are being offered and sold in reliance on the exemptions
from the registration requirements of the 1933 Act provided by the provisions of
Regulation S as promulgated under the 1933 Act, and that the Subscribed for
Units may not be resold in the United States or to a US Person as defined in
Regulation S, except pursuant to an effective registration statement or an
exemption from the registration provisions of the 1933 Act as evidenced by an
opinion of counsel acceptable to the Company, and that in the absence of an
effective registration statement covering the Subscribed for Units or an
available exemption from registration under the 1933 Act, the Subscribed for
Units must be held indefinitely. The Subscriber further acknowledges that this
Agreement is not intended as a plan or scheme to evade the registration
requirements of the 1933 Act;

       

      (c)           he
is a resident of the country set forth on the signature page
hereto;

       

      (d)           he
is not, and on the Closing Date will not be, an affiliate of the
Company;

       

      (e)           all
offers and sales of the Subscribed for Units shall be made in compliance with
all applicable laws of any applicable jurisdiction and, particularly, in
accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to
registration of the Subscribed for Units under the 1933 Act or pursuant to an
exemption from registration.  In any case, none of the Subscribed for
Units have been and will be offered or sold by the Subscriber to, or for the
account or benefit of a U.S. Person or within the United States until after the
end of a six month period commencing on the date on which this Agreement is
accepted by the Company (the “Distribution Compliance
Period”), except pursuant to an effective registration statement as to
the Subscribed for Units or an applicable exemption from the registration
requirements of the 1933 Act;

       

      (f)           the
Subscribed for Units have not been offered to the Subscriber in the United
States and the individuals making the decision to purchase the Subscribed for
Units and executing and delivering this Agreement on behalf of the Subscriber
were not in the United States when the decision was made and this Agreement was
executed and delivered;

       

      (g)           he
will not engage in any activity for the purpose of, or that could reasonably be
expected to have the effect of, conditioning the market in the United States for
any of the Shares;

       

      (h)           neither
the Subscriber nor any of his affiliates will directly or indirectly maintain
any short position, purchase or sell put or call options or otherwise engage in
any hedging activities in any of the Subscribed for Units or any other
securities of the Company until after the end of the Distribution Compliance
Period, and acknowledges that such activities are prohibited by Regulation
S.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        	
              	
                5.7

              	
                Transfer
      Restrictions.

              


      

    

    
       

      (a)           The
Subscriber acknowledges that the certificates representing the Offered Shares,
shall bear a legend substantially as follows:

    

    
       

      
        
          	
                  “THE
      SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE NOT BEEN REGISTERED
      UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
      ACT”) AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE
      OFFERED OR SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO
      OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S)
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH
      SECURITIES UNDER, IN COMPLIANCE WITH REGULATION S AND/OR OTHER APPLICABLE
      EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, OR (B) IN
      REPUBLIC OF HUNGARY OR TO RESIDENTS OF REPUBLIC OF HUNGARY EXCEPT PURSUANT
      TO APPLICABLE SECURITIES LAWS AND REGULATIONS IN EACH CASE AS EVIDENCED BY
      AN OPINION OF COUNSEL ACCEPTABLE TO THE
  COMPANY.”

                


        

      

       

    

    
      (b)           The
Subscriber understands and acknowledges that the Company has the right not to
record a purported transfer of the Subscribed for Units, without the Company
being satisfied that such transfer is exempt from or not subject to (a)
registration under the U.S. 1933 Act and any applicable state securities laws,
and (b) the registration and prospectus requirements under Hungarian Securities
Laws.

    

    
      


    

    
      (c)           In
addition to resale restrictions imposed under U.S. federal securities law, there
are additional restrictions on the Subscriber’s ability to resell the Subscribed
for Units under applicable Hungarian Securities Law.

    

    
       

      (d)           The
Subscriber understands and acknowledges that the Company is not obligated to
file and has no present intention of filing any registration statement or
prospectus in respect of re-sales of the Subscribed for Units with the SEC in
the United States or with any of the provincial securities regulatory
authorities in Republic of Hungary.

    

    
      


      (e)           The
Subscriber confirms that it has been advised to consult its own legal and
financial advisors with respect to the suitability of the Subscribed for Units
as an investment for the Subscriber and the resale restrictions (including
“hold periods”) to which
the Subscribed for Units will be subject under applicable securities legislation
and confirms that no representation has been made to the Subscriber by or on
behalf of the Company with respect thereto.

    

    
      


    

    
      (f)           The
Subscriber will not resell any Subscribed for Units except in accordance with
the provisions of applicable securities legislation and stock exchange
rules.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        	
              	
                5.8

              	
                No Offering
      Memorandum.

              


      

    

    
       

      (a)           The
Subscriber acknowledges that it has reviewed the description of the Company’s
business.

       

      (b)           The
Subscriber acknowledges that the offering is being conducted without delivery of
an offering memorandum and that it has not relied on any oral representation,
warranty or information in connection with the offering of the Subscribed for
Units by the Company, or any officer, employee, agent, affiliate or subsidiary
of the Company.

    

    
       

      
        	
              	
                5.9

              	
                No Approval by
      Regulatory Authority.

              


      

    

    
       

      The
Subscriber understands that no securities commission, stock exchange,
governmental agency, regulatory body or similar authority has made any finding
or determination or expressed any opinion with respect to the merits of an
investment in Offered Shares of which the Subscribed for Units are a
part.

    

    
       

      
        	
              	
                5.10

              	
                No Representation as
      to Value of Offered
Shares.

              


      

    

    
       

      The
Subscriber confirms that neither the Company nor any of its directors,
employees, officers, consultants, agents or affiliates, has made any
representations (written or oral) to the Subscriber regarding the future value
of the Offered Shares and acknowledges and confirms that no representation has
been made to the Subscriber with respect to the listing of the Offered Shares on
any exchange or that application has been or will be made for such listing. In
making its investment decision with respect to the Subscribed for Units, the
Subscriber has relied solely upon publicly available information relating to the
Company and the written representation made by or on behalf of the Company
herein.

    

    
       

      
        	
              	
                5.11

              	
                No
      Advertisement.

              


      

    

    
       

      The
Subscriber is not and has not become aware of any advertisement in printed
public media or on radio, television or other form of communication (including
electronic display such as the Internet) with respect to the
Offering.

    

    
       

      
        	
              	
                5.12

              	
                Conditional
      Sale.

              


      

    

    
       

      The
Subscriber understands that the sale and delivery of the Subscribed for Units is
conditional upon such sale being exempt from the registration and prospectus
requirements under applicable securities legislation or upon the issuance of
such orders, consents or approvals as may be required to permit such sale and
delivery without complying with such requirements. If required under applicable
securities legislation or regulatory policy, or by any securities commission,
stock exchange or other regulatory authority, the Subscriber will execute,
deliver, file and otherwise assist the Company in filing such reports,
undertakings and other documents with respect to the issue of the Subscribed for
Units.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        	
              	
                5.13

              	
                No Joint
      Action.

              


      

    

    
       

      Except as
disclosed in writing to the Company, the Subscriber does not act jointly or in
concert with any other person or company for the purposes of acquiring the
Subscribed for Units.

    

    
       

      
        	
              	
                5.14

              	
                Tax
      Consequences.

              


      

    

    
       

      The
Subscriber understands that the investment in the Subscribed for Units may have
tax consequences under applicable taxation laws, that it is the sole
responsibility of the Subscriber to determine and assess such tax consequences
as may apply to its particular circumstances, and the Subscriber has not
received and is not relying on the Company for any tax advice
whatsoever.

    

    
       

      
        	
              	
                5.15

              	
                Legal
      Advice.

              


      

    

    
       

      The
Subscriber understands that he, she or it is responsible for obtaining such
legal advice as he, she or it considers appropriate in connection with the
execution and delivery of this Subscription Agreement and the purchase of the
Subscribed for Units.

    

    
       

      
        	
              	
                5.16

              	
                Risk
      Acknowledgement.

              


      

    

    
      


    

    
      The
Subscriber acknowledges that he, she or it has reviewed the Risk Factors and
that the purchase of the Shares is a speculative investment involving
substantial business and market risks.

    

    
       

      
        	
                6.

              	
                Reliance and
      Indemnification.

              


      

    

    
       

      
        	
              	
                6.1

              	
                Reliance and
      Timeliness.

              


      

    

    
       

      The
Subscriber understands and acknowledges that (i) the Offered Shares are being
offered and sold to the Subscriber without registration under the Securities Act or applicable
Hungarian securities laws in a private placement that is exempt from the
registration provisions of the Securities Act and/or the
requirements of applicable Hungarian securities laws and (ii) the availability
of such exemption, depends in part on, and the Company will rely upon, the
accuracy and truthfulness of, the foregoing representations and warranties and
the Subscriber hereby consents to such reliance. The Subscriber agrees that the
representations, warranties and covenants of the Subscriber contained herein (or
in any Representation Letter executed and delivered by the Subscriber pursuant
to the provisions hereof) shall be true and correct both as of the execution of
this Subscription Agreement and as of the Closing Date, and shall survive the
completion of the distribution of the Offered Shares.  The Subscriber
hereby agrees to notify the Company immediately of any change in any
representation, warranty, covenant or other information relating to the
Subscriber contained in this Agreement which takes place prior to
Closing.

    

    
       

      
        	
              	
                6.2

              	
                Indemnification.

              


      

    

    
       

      The
Subscriber agrees to indemnify the Company, and each of its officers, directors,
employees, consultants and agents from and against all losses, claims, costs,
expenses, damages or liabilities that any of them they may suffer or incur as a
result of or in connection with their reliance on such representations,
warranties and covenants. The Subscriber acknowledges and agrees that the
Company acts as trustee of the Subscriber’s covenants hereunder for each of its
officers, directors, employees, consultants and agents entitled to indemnity
hereunder and shall be entitled to enforce such covenants on behalf of such
persons.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        	
                7.

              	
                Miscellaneous.

              


      

    

    
       

      
        	
              	
                7.1

              	
                Amendment;
      Waivers.

              


      

    

    
       

      No
provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by both the Company and the
Subscriber; or, in the case of a waiver, by the party against whom enforcement
of any such waiver is sought.  No waiver of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party
to exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter.

    

    
       

      
        	
              	
                7.2

              	
                Survival of
      Representations and
Warranties.

              


      

    

    
       

      All
representations, warranties and agreements contained herein or made in writing
by or on behalf of any party to this Agreement in connection herewith shall
survive the execution and delivery of this Agreement.

    

    
       

      
        	
              	
                7.3

              	
                Successors and
      Assigns; No Third
Party.

              


      

    

    
       

      All
covenants and agreements in this Agreement contained by or on behalf of the
parties hereto shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns and, to the extent provided in this
Agreement.

    

    
       

      
        	
              	
                7.4

              	
                Notices.

              


      

    

    
       

      Any and
all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this
Section prior to 4:30 p.m. (New York Time) on a business day, (ii) the business
day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile telephone number specified in the this Agreement
later than 4:30 p.m. (New York Time) on any date and earlier than 11:59 p.m.
(New York Time) on such date, (iii) the business day following the date of
mailing, if sent by nationally recognized overnight courier service, or (iv)
upon actual receipt by the party to whom such notice is required to be given.
The address for such notices and communications shall be as
follows:

    

    
      


    

    
      	
              If
      to the Company:

            	
              Power
      of the Dream Ventures, Inc.

            	 
      
	 
      	 
      	 
      
	 
      	
              1095
      Budapest

            	 
      
	 
      	
              Soroksari
      ut 94-96

            	 
      
	 
      	
              Hungary

            	 
      
	 
      	
              Telephone:

            	
              +36-1-456-6061

            	 
      
	 
      	
              Facsimile:

            	
              +36-1-456-6062

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      If to the Subscriber:  At
the address set forth below the Subscriber’s name on the signature page hereto;
or, such other address as may be designated in writing hereafter, in the same
manner, by such party.

    

    
       

      
        	
              	
                7.5

              	
                Headings.

              


      

    

    
       

      The
headings herein are inserted for convenience only and do not constitute a part
of this Agreement.  Whenever the context requires, the gender of any
word used in this Agreement includes the masculine, feminine or neuter, and the
number of any word includes the singular or plural. Unless the context otherwise
requires, all references to articles and sections refer to articles and sections
of this Agreement, and all references to schedules are to schedules attached
hereto, each of which is made a part hereof for all purposes. The descriptive
headings of the several articles and sections of this Agreement are inserted for
purposes of reference only, and shall not affect the meaning or construction of
any of the provisions hereof.

    

    
       

      
        	
              	
                7.6

              	
                Governing Law; Consent
      to Jurisdiction.

              


      

    

    
       

      The
corporate laws of the State of Delaware shall govern all issues concerning the
relative rights of the Company and its shareholders. All other questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, for the adjudication
of any dispute hereunder or in connection herewith or therewith, or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

    

    
       

      
        	
              	
                7.7

              	
                Remedies.

              


      

    

    
       

      In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, the Subscriber will be entitled to specific
performance of the obligations of the Company hereunder. The Company and the
Subscriber agree that monetary damages would not be adequate compensation for
any loss incurred by reason of any breach of its obligations described in the
foregoing sentence and hereby agrees to waive in any action for specific
performance of any such obligation the defense that a remedy at law would be
adequate.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        	
              	
                7.8

              	
                Entire
      Agreement.

              


      

    

    
       

      This
Agreement and the other writings referred to herein or delivered pursuant hereto
contain the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous arrangements or
understandings with respect thereto.

    

    
       

      
        	
              	
                7.9

              	
                Severability.

              


      

    

    
       

      Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and the parties will attempt to agree upon a valid and
enforceable provision which shall be a reasonable substitute therefore, and upon
so agreeing, shall incorporate such substitute provision in this
Agreement.  Any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

    

    
       

      
        	
              	
                7.10

              	
                Counterparts.

              


      

    

    
       

      This
Agreement may be executed in any number of counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original
thereof.


    

    
       

      
        	
              	
                7.11

              	
                Fees and
      Expenses.

              


      

    

    
       

      Except as
otherwise provided herein, each of the parties hereto shall pay its own fees and
expenses, including attorney fees, in connection with the transactions
contemplated by this Agreement.


    

    
       

      
        	
              	
                7.12

              	
                English
      Language.

              


      

    

    
       

      The
Subscriber acknowledges that it has consented to and requested that all
documents evidencing or relating in any way to the sale of the Offered Shares,
of which the Subscribed for Units are part, be drawn up in the English language
only.

    

    
       

      
        	
              	
                7.13

              	
                Knowledge.

              


      

    

    
       

      As used
in this Agreement, the term “knowledge” of any person or entity shall mean and
include (i) actual knowledge and (ii) that knowledge which a reasonably prudent
business person could have obtained in the management of his or her business
affairs after making due inquiry and exercising due diligence which a prudent
business person should have made or exercised, as applicable, with respect
thereto.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        	
              	
                7.14

              	
                Currency.

              


      

    

    
       

      All
dollar references herein are to U.S. dollars unless otherwise
indicated.

       

       

    

    
      The
remainder of this page is left intentionally blank.

       

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    
      IN WITNESS WHEREOF, the
parties hereto caused this Agreement to be duly executed as of the dates set
forth below.

       

       

    

    
      	 
      	 
      	
              Date
      the Subscription:   December 7, 2009

            
	 
      	 
      	 
      
	 
      	 
      	
              Number
      Of Subscribed for Units:

            	
              1

            
	
              (Name
      of Subscriber – please print)

            	 
      	 
      
	 
      	 
      	
              Price
      Per Unit: $11,111

            
	 
      	 
      	 
      
	 
      	 
      	
              Aggregate
      Consideration:

            	
              $11,111

            
	
              By:

            	 
      	 
      	 
      	 
      
	 
      	
              Authorized
      Signature

            	 
      	
              Paid
      by  □ Check    X Wire
    Transfer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              (Official
      Capacity or Title – please print)

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              (Subscriber’s
      Address including Country of Residence)

            
	
              (Please
      print name of individual whose signature appears above if different than
      the name of the subscriber printed above.)

            	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              (Telephone
      Number)/(Facsimile Number)

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Tax Identification
      Number:

            	 
      	
              Email
      Address:

            


    

    
       

      ACCEPTANCE

    

    
       

      The
Company hereby accepts the above subscription for the Subscribed for Units
effective the day of November 2009.

    

    
      


       

    

    
      	 
      	 
      	
              Address:

            	
              Power
      of the Dream Ventures, Inc.

            
	
              Power
      of the Dream Ventures, Inc.

            	 
      	 
      	
              1095
    Budapest

            
	 
      	 
      	 
      	
              Soroksari
      ut 94-96

            
	 
      	 
      	 
      	
              Hungary

            
	
              By:

            	 
      	 
      	 
      	
              Telephone:
      +36-1-456-6061

            
	
              Name:
      Viktor Rozsnyay

            	 
      	 
      	
              Fax:
      +36-1-456-6062

            
	
              Title:
      President and CEO

            	 
      	 
      	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
1.3

    
      


       

    

    
      WIRE
TRANSFER INFORMATION

      
 

    

    
      	
              Remit U.S. Dollar Wire Payments
      to:

            
	 
      	 
      
	
              Name
      of the acct:

            	
              Vidatech
      Kft.

            
	
              Acct
      no:

            	
              HU15-10104167-57302700-01000993

            
	
              Name
      of the Bank:

            	
              Budapest
      Bank

            
	 
      	
              1138
      Budapest

            
	 
      	
              Vaci
      ut 188

            
	
              Bank
      Swift no:

            	
              BUDAHUHB

            
	 
      	 
      
	
              Or

            	 
      
	 
      	 
      
	 
      	 
      
	
              Remit (Hungarian forint) Wire Payments
      to:

            
	 
      	 
      
	 
      	 
      
	
              Name
      of the acct:

            	
              Vidatech
      Kft.

            
	
              Acct
      no:

            	
              HU70-10104167-57302700-01000003

            
	
              Name
      of the Bank:

            	
              Budapest
      Bank

            
	 
      	
              1138
      Budapest

            
	 
      	
              Vaci
      ut 188

            
	
              Bank
      Swift no:

            	
              BUDAHUHB